Welcome to Naphix Pty Ltd, trading as WP Creative (ABN 65 610 345 198). When you choose us for your website services, you’re entering into an agreement with us, henceforth referred to as the “Service Provider”. We will collectively refer to you, our esteemed client, and us as the “Parties”. This document, together with the Proposal we provide, forms the complete agreement that outlines the services we’ll be providing to you.
Overview of Services
1. Website Project
Our “Website Project” includes designing new websites, redesigning your existing website, custom WordPress development, eCommerce store creation, and building one-off projects.
1.1 Design
Our job is to create an exceptional design for your website. We’ll do this by creating static visuals/mockups, that will guide the look and feel of your site – think colour, texture, and typography – for the key pages as outlined in our proposal. If you need more pages designed, we can do this for an additional cost per unique design template.
We offer two rounds of revisions in the design phase unless we’ve agreed to something different. If at any point you’re not happy with where things are heading, you can choose to pay for what we’ve done so far and then decide to end the contract.
1.2 Content Development and Insertion
Usually, the creation or insertion of any text copy isn’t included in our initial contract, unless we’ve specifically mentioned it in the proposal. But don’t worry, if you need us to create new content, insert text, or even migrate content from your existing site, just let us know! We’ll include these services in your cost estimate.
1.3 Image Procurement
You’ll need to send us any graphic files in an editable, vector digital format, and photographs should be in high-resolution digital format. If you need help finding the right images, we can suggest some great stock libraries and the types of photography/images that will work best. If you need us to search for or edit photographs for you, we can provide a separate cost estimate. Please note that the cost of buying stock photographs or arranging a photo shoot is not included in our initial proposal.
1.4 Browser Compatibility Testing
We test all our websites to make sure they look great and work well on different browsers and devices. We don’t try to make a website look exactly the same on all browsers or devices because they all have different capabilities. Instead, we ensure that your website will provide an optimal experience for each visitor, no matter their browser or device. We design and test for functionality on the latest versions of Chrome, Safari, Mozilla Firefox, Microsoft Edge, Mobile Safari for iPhone and iPad, and the default browser on the latest version of Android OS.
1.5 Web Hosting Support
Web hosting solutions aren’t included in our services. We’re happy to help get your website up and running on your server, and if you need it, we can recommend some excellent web hosting companies.
In the event of hosting issues, we can communicate directly with your web hosting company to address the issue; this will be accounted for in your billing hours.
1.6 Changes and Revisions
We understand that ideas evolve, and you shouldn’t be restricted to your first ones. That’s why we’ve adopted a flexible approach rather than fixed-price contracts. The initial cost is based on our estimate to achieve everything you’ve described, but we’re open to changes. If you want to add or modify something, just let us know! We’ll provide a separate estimate for the additional work.
1.7 Errors
As much as we strive for perfection, we’re only humans, and errors can happen. We can’t guarantee that your website will always be error-free, and so we can’t be held liable for any damages, including lost profits, savings, or any other incidental, consequential, or special damages arising from the operation of or inability to operate your website or any other web pages, even if you’ve informed us about such possibilities.
1.8 Warranty Period
We provide a warranty period of 4 weeks after your website is live and fully tested. During this period, we’ll fix all defects in the website, whether by repair or modification, based on your requirements.
1.9 Ad-hoc Support
Our commitment to ensuring your website’s maintenance, updates, and security extends beyond the warranty period through our Website Care Plans.
However, please note that our ad-hoc technical support services are exclusive to subscribers of these plans. In the event that your Website Care Plan is not currently active with us, we must inform you that we cannot provide emergency assistance or guarantee the security and seamless operation of your website.
1.10 Project Timeline
We’ll do our best to complete the project within the timeline discussed before starting work. However, this is based on the assumption that we’ll receive your payments, input, and sign-offs within 2 working days. If there’s a delay in the sign-off, the project timeline will be extended accordingly. We genuinely aim to stick to the estimated timeline, but please understand that it’s an estimate, not a guarantee.
1.11 Terms of Payment
As a small business, we trust you appreciate the significance of timely invoice payments. It’s crucial for our mutual success that you adhere to the agreed-upon payment schedule as detailed below.
- 50% is payable upfront, prior to commencement of work.
- 50% balance is due upon completion of testing and mutual agreement that the website is ready to go live.
Note: For larger or more complex projects, we reserve the right to adjust the payment schedule by introducing additional milestones or stages, which will be agreed upon in writing.
1.11.1 Inactive Projects
Projects remaining inactive for over 30 days may incur a reactivation fee at our discretion, though an invoice for completed work up to that point will be issued.
1.11.2 Refunds, Non-payments, and Collection Costs
Partial refunds are only possible if no work has been initiated at all. Please be aware that ‘Research and Scoping’ & any admin tasks for any projects are billable and form part of your budgeted hours.
Overdue payments may incur interest at a rate of 3% per month, calculated daily. WP Creative reserves the right to withhold further services or deliverables until payment is received in full.
1.12 Term and Termination
1.12.1 Period of Agreement and Notice of Termination
This agreement takes effect when you sign it and continues until either party terminates it by giving at least 14 days’ written notice.
1.12.2 Termination without Cause
The agreement ends if both parties agree to terminate it or enter into a new agreement. It will also automatically end once the obligations outlined in this agreement are fulfilled. However, either party may terminate this agreement immediately under certain conditions, such as insolvency or material breach of payment obligations.
Upon termination, we’ll provide you with all project-related documents, codes, access, and other information, given the final invoice has been settled.
1.12.3 After Termination
Unless otherwise agreed, after termination:
a) You must:
i) Pay all outstanding balances of properly submitted invoices up to the termination date.
ii) Pay for all services reasonably incurred for the development up to the termination date.
b) We must:
i) Upon receipt of payment, provide a copy of the platform as it existed at the termination date.
ii) Ensure a complete and smooth handover of all project-related work to you.
1.12.4 Payment for Non-Cancelable Materials
You’re responsible for any non-cancelable materials or services we’ve committed to purchasing for you. We’ll try our best to minimise these costs once we receive your written notification.
1.12.5 Materials Unpaid For
If there are any materials or services we’ve provided that you haven’t fully paid for, you agree not to use them until full payment is made.
1.12.6 Transfer of Materials
Upon termination of this agreement, and assuming there’s no outstanding amount owed by you, we’ll transfer all your property and materials in our possession or control back to you. You’ll need to cover the costs associated with this transfer.
2. Website Care Plan
Our Website Care Plan includes a monthly subscription for WordPress maintenance and technical support, designed to keep your site performing at its best.
2.1 Point of Contact
Your main point of contact will be an assigned Project Manager, reachable via phone or email. You can also find their information in your ClickUp welcome dashboard.
2.2 Support Hours
Our technical team operates from Kathmandu, Nepal, and our head office is based in Sydney, NSW. Standard business hours are Monday to Friday, 9:00 am to 5:00 pm Sydney time. We are closed on weekends and select NSW public holidays. If services are unavailable for any other reason, we’ll notify you via email. For select mandatory local holidays observed by our Kathmandu team, we will communicate in advance, plan accordingly, and continue to offer urgent support at no additional cost to you.
For Care Plan clients, our support hours are 8 am to 8pm Sydney time. All support requests will be acknowledged as per our SLA. Requests submitted outside of support hours will be addressed on the next business day unless your Project Manager (PM) communicates otherwise. If you do not receive a timely response, urgent matters may be escalated by calling the designated urgent line listed in your ClickUp dashboard. If the urgent line is unreachable, please email both your PM and support@wpcreative.com.au with “URGENT – P1” in the subject line. This ensures your request is seen by our delivery leadership for immediate triage.
While all tasks are planned through monthly sprints, we maintain defined service levels for emergencies to ensure rapid resolution when needed. However, unplanned urgent (P1) requests may impact the delivery timeline and scope of pre-scheduled sprint tasks. In such cases, your Project Manager will communicate any rescheduling or trade-offs required to accommodate the urgent request.
To maintain fairness when multiple P1 issues arise concurrently, triage will be managed by our senior delivery team, prioritising based on business impact, severity, and time of escalation.
2.3 Service Levels & Resolution Times
While we plan all our work in monthly sprints, we’ve established specific service levels for emergency situations.
If it’s not an urgent issue where the website is unavailable or partially non-functional, our goal is to acknowledge all support requests within 24 hours on business days. If a request is made outside of business hours, we will respond on the next business day.
Our team understands the importance of your website to your business operations, and we strive to resolve problems and complete tasks as swiftly as possible. We provide estimated resolution times for each task; however, please note that these aren’t guaranteed due to the varying nature and causes of issues that may arise. Regardless, we’re committed to keeping you updated on our progress throughout any service event. These updates are typically sent via email or phone communication between your Project Manager and you.
| Priority Definition | Escalation | Acknowledgement | Resolution |
| P1 – Urgent Issue / Highest Priority– website unavailable or completely inaccessible | Urgent request form in ClickUp & phone escalation to Project Managers or calling urgent line | 1 hour (Mon – Fri, 8 am – 8 pm Sydney time) | 4 hours |
| P2 – All other issues (functional or visual) or general requests | ClickUp tickets (preferred) or email | 24 hours (Mon – Fri, 8 am – 8 pm Sydney time) | Best efforts, ETA given by Project Manager |
Note: No support is available on weekends or certain NSW public holidays unless pre-agreed in writing for P1 emergencies. This ensures resource availability and service quality for all active clients. If your assigned Project Manager is unavailable due to leave or unforeseen circumstances, escalation will be directed to a designated backup within our senior delivery team. This ensures continuity in handling urgent (P1) issues. You will be notified of the backup contact when needed.
2.4 No SLA Guarantee or Performance Uptime Warranty
WP Creative will make commercially reasonable efforts to respond and resolve support issues according to the service levels defined above. However, no guarantees are made regarding website uptime, uninterrupted access, or specific resolution timelines. We do not offer compensation or credit for downtime or delayed issue resolution.
Our team understands the importance of your website to your business operations, and we strive to resolve problems and complete tasks as swiftly as possible. While we provide estimated resolution times for each task, these cannot be guaranteed due to the varying nature and causes of issues that may arise. Regardless, we’re committed to keeping you informed with regular updates via email or phone communication from your assigned Project Manager.
All tasks are addressed in priority order based on the severity of the issue and the availability of resources. In situations where multiple clients report P1 issues simultaneously, prioritisation will be handled by our senior delivery team, factoring in the business impact, affected systems, and client communication timelines. We aim to ensure fair and transparent triage for all active Care Plan clients during such high-volume periods. This agreement does not include ongoing monitoring or service level assurance outside of the defined response structure.
2.5 Downtime
In the event of any downtime, we will liaise with your web hosting provider to resolve the issue, even though we are not responsible for the downtime. That said, we will monitor for any downtime and coordinate with them when necessary. And we will do our utmost to ensure that the downtime is minimised.
2.6 Regular Updates
Part of our commitment to providing quality service includes regularly updating you on the progress of your tasks and the status of any issues. We will provide these updates via ClickUp, or email, or phone communication.
By providing clear and timely communication, we aim to make our working relationship as transparent and efficient as possible.
2.7 Staging Server and Process
For every project, we create a staging server. All tasks, issues, and routine maintenance are performed on this server. After thorough testing by our Quality Assurance (QA) team and review by the Project Manager, we’ll send it to you for approval. Once approved, we’ll implement the changes on your live website.
2.8 Hours Tracking
We use ClickUp time tracking to record the hours spent on each task. You can request a timesheet with your Project Manager (PM) if you want to review your budget and expenses, as well as a monthly report detailing the work completed and time spent on each task.
2.9 Sprint Model
We operate on a Monthly or Fortnightly Sprint model, where we plan all tasks at the beginning of each month/fortnight to ensure timely delivery and meet your quality standards. At the commencement of each monthly cycle, we request a comprehensive list of your priorities. By incorporating these items into our backlog, we can better manage task execution. We discourage the assignment of ad-hoc tasks midway through the month or fortnight/sprint to maintain our focus on the predefined priorities and ensure timely completion.
If you have a shortage of tasks to match your monthly budgeted hours, please speak with your project manager. We offer additional add-ons such as Technical SEO fixes, Security audits, and Performance optimisation to help grow your business.
2.10 Estimate
We strive to provide a high-level estimate as accurately as possible based on our initial assessment of your website or a task. Please note, however, that this is an estimate and actual work hours may vary. In the event of unanticipated issues or challenges, further time may be required. Should such situations arise, we will promptly communicate with you to propose alternative solutions that align with your budget.
2.11 Hours Rollover
Our Monthly Sprint model necessitates planning at the start of the month, derived from your priorities and the number of budgeted hours. Hence, all hours allocated for the month should ideally be planned in advance, negating the need for hours rollover. This procedure aids our team in advanced resource planning and assures timely delivery.
However, if for any reason you have unused hours left over from your monthly plan, they will carry over to the following month with no expiration date, however, no refund will be provided for any unused hours.
Please note, all accumulated hours will be forfeited if the contract is terminated or paused, i.e., also if the recurring payment fails to process.
2.12 Additional Work
If a task requires more than the allocated hours, we’ll notify you. After that, you can choose to:
- If it’s not urgent, schedule it for the upcoming months.
- upgrade your monthly plan to accommodate the additional hours
- request your Project Manager to treat it as an ad hoc request, in which case an invoice will be issued for the additional hours before the work proceeds
2.13 Billable and Non-billable Hours
To track and manage the hours our team spent working on your project, we use ClickUp time tracker. It’s important to note that all work completed, whether it be fixing errors or conducting in-depth research for your plugin, will be considered billable hours. Here are some examples of what’s considered billable and non-billable. Here are some examples of what’s considered billable and non-billable:
Billable activities:
- Actual work on the project
- Project management and planning
- Quality assurance testing, revisions, and fixes
- Client communications (emails, phone calls, Zoom/google meet meetings)
- Estimating for new tasks
- Reviews or audits of API, integration, and dev documentation relating to specific client-raised tasks/plugins/themes
- Project-specific research
Non-billable activities:
- Internal team meetings (not related to the project)
- Administrative tasks (paperwork, filing, invoicing)
- Internal education and training unrelated to the project
If you’re unsure about what’s billable or non-billable, please consult with your project manager.
2.14 Web Hosting and Email
As we don’t offer web and email hosting services, you’ll need to arrange hosting for your website with another provider.
In the event of downtime, your hosting provider will be responsible for the resolution. It’s important to remember that third-party companies, such as your hosting provider, are independent entities. While WP Creative can’t be held responsible for any delays or downtime on your website due to these third parties, we will do our best to mitigate such instances as soon as we’re made aware of them.
2.15 Terms of Payment
Our Website Care Plan is a monthly service, with 7 days payment terms, designed to provide continuous support for your website. To facilitate a smooth and uninterrupted service, we require the complete payment to be made upfront at the start of each month. Your promptness in settling these invoices contributes significantly to our shared success.
2.16 Term and Termination
2.16.1 Period of Agreement
This agreement operates on a month-to-month basis, automatically renewing and continuing indefinitely each month until it’s terminated by either party with at least 30 days’ notice in writing. In essence, you’re required to give 30 days’ notice before the agreement’s expiration to prevent automatic renewal.
2.16.2 Termination without Cause
Either party can terminate Website Care Plans at any point, provided they give the other party 30 days’ notice in writing.
2.16.3 Payment for Non-Cancellable Materials
Any non-cancellable materials or services that we’ve committed to purchase on your behalf — whether specific items or parts of a plan like modules, photography, or external services — must be paid for by you in line with the terms of this Agreement. If you give us written notice to minimise such liabilities, we’ll do our best to do so and will provide written proof, if requested, that these materials and services are non-cancellable.
2.16.4 Materials Unpaid For
In the event of termination, if there are any materials provided by us or services performed by us that haven’t been paid for in full, you agree not to use any such materials, either in part or whole, or the product of such services, until you’ve paid us in full.
2.16.5 Transfer of Materials
Upon termination of this agreement, and assuming there’s no outstanding amount owed by you, we’ll transfer all your property and materials in our possession or control back to you. You’ll need to cover the costs associated with this transfer.
3. SEO Services
Our “SEO Services” includes performing website audits, building an SEO roadmap, optimising the website for search engines, targeting relevant keywords, and implementing an SEO strategy to improve brand visibility, and drive organic traffic and sales.
3.1 Consulting Relationship
We’re committed to delivering the SEO services listed in your proposal. Rest assured, we have the proven expertise, extensive experience, and abilities to execute these services to meet and exceed your expectations. To achieve this, we acknowledge the importance of your active participation and input at every stage. The mutual success of this venture relies on our combined efforts, as we work together to enhance your brand’s digital presence, increase organic traffic, and ultimately, drive sales.
3.2 Independent Contractor
Our relationship with you is that of an independent contractor, not an employee.
3.3 No Authority to Bind Customer
We acknowledge and agree that we and our employees or subcontractors have no authority to enter into contracts that bind you or create obligations on your part without your prior written authorisation.
3.4 No Benefits
We acknowledge and agree that we and our employees or subcontractors are not eligible for any employee benefits from you.
3.5 Method of Provision of Services
We are solely responsible for determining the method, details, and means of performing the Services. We may employ or engage other employees or subcontractors at our own expense to perform the Services, provided they adhere to Sections 9 and 10.
3.6 Terms of Payment
Our SEO Services is a monthly offering aimed at enhancing your website’s visibility and driving organic traffic. To ensure consistent progress and seamless delivery of services, we kindly request the total payment upfront at the commencement of each month. Your timely payments are integral to the successful implementation and effectiveness of our SEO strategies.
3.7 Term and Termination
This agreement operates on a month-to-month basis, automatically renewing and continuing indefinitely each month until it’s terminated by either party with at least 30 days’ notice in writing. In essence, you’re required to give 30 days’ notice before the agreement’s expiration to prevent automatic renewal.
3.8 Withholding Indemnification
We are responsible for all applicable taxes, superannuation, and compliance with labour and employment requirements for ourselves and our employees. We agree to indemnify and hold you harmless from any liability or penalties arising from withholding taxes, superannuation, and labour or employment requirements concerning compensation paid to us or our employees.
3.9 Supervision of Services Reports
All services provided by us, including but not limited to the Services, will be as agreed upon between us and your designated representative. You may request project plans, progress reports, and a final results report from us on a monthly basis.
4. General Terms
4.1 Jurisdiction
This Agreement is governed by and construed under the laws of New South Wales, Australia.
4.2 Declarations and Guarantees
Each party individually declares and guarantees they possess the authority to enter this Agreement and fulfil their obligations without infringing on any third-party legal or equitable rights.
4.3 Severability
If any provision of this Agreement is deemed illegal, invalid, or unenforceable under any present or future law, that provision will be fully severable. The Agreement will be interpreted and enforced as if the illegal, invalid, or unenforceable provision never existed, and the remaining Agreement provisions will continue with full force and effect.
4.4 Intellectual Propery & Usage Rights
You confirm that all elements of text, images, and other assets you provide are either owned by you or you have the necessary rights to use them. You retain all rights to the content and data you provide, unless otherwise owned by a third party.
Upon full payment, copyright will be assigned as follows:
- You will own the visual design elements we create for this project. If multiple design concepts are presented, you will receive rights only to the selected concept. All unselected concepts remain the sole property of WP Creative and may be used in other projects.
- You will also have the right to use, repurpose, and modify the website code for your own business purposes.
- WP Creative retains the right to re-use code libraries, modules, templates, and design concepts developed during your project, as we work within the open-source ecosystem and use modular development practices.
- We can provide you with final source and output files on request, but you are responsible for storing them securely. WP Creative is not obligated to retain backups beyond project completion.
4.5 Client Obligation for Accuracy
You hold responsibility for the accuracy, completeness, and appropriateness of your products and services information, which you provide to us verbally or in writing for this Agreement’s execution.
The Client agrees to indemnify and hold harmless WP Creative against any claims, losses, or legal actions arising from content, data, or assets provided by the Client, including copyright infringement, misrepresentation, or breach of privacy.
4.6 Third-Party Services and Recommendations
We do not provide Marketing Services (such as PPC, Meta, paid ads etc) or Hosting Services as part of our offerings. However, we may suggest suitable third-party service providers based on our experience. Engaging with such providers will be your informed decision, and we assume no liability for their services. This extends to all referrals provided by us to you.
We can coordinate with your third-party agencies when necessary, but these services are billable and contribute towards your budgeted hours.
You also acknowledge that plugins, stock imagery, and content writing services are not offered by us. However, we can procure such materials or find partners to work with on your behalf. Unless otherwise agreed in writing, the cost of these items is outside the service scope (also see clause 1.12.4 Payment for Non-Cancellable Materials).
WP Creative’s charges for outsourced work with significant third party expenditure (for example printing, copywriting or using partner design services) must be paid by the Client prior to WP Creative instructing that third party to commence work. In this case, WP Creative will issue the Client with a valid tax invoice prior to payment.
WP Creative cannot guarantee the long-term compatibility or security of third-party plugins, themes, or extensions. We are not liable for bugs, discontinued plugins, or functionality changes made by third-party developers.
4.7 Confidentiality
We acknowledge that during our engagement, we will have access to and become familiar with various trade secrets, inventions, innovations, processes, information, records, and specifications owned or licensed by you and/or used in your business operation.
We agree not to disclose any of the aforementioned, directly or indirectly, or use any of them in any way, either during the term of this Agreement or at any time thereafter, except as required during our engagement with you. All files, records, documents, blueprints, specifications, information, and other items related to your business, whether prepared by us or otherwise in our possession, shall remain your exclusive property.
We will not retain any copies of the aforementioned without your prior written permission. Upon the termination of this Agreement or whenever requested by you, we will immediately return all such files, records, documents, specifications, information, and other items in our possession or under our control. We further agree not to disclose our retention as an independent Service Provider or the terms of this Agreement without your prior written consent and shall preserve the confidentiality of our relationship with you and the services hereunder.
4.8 Amendments and Waivers
Any modification or amendment to this Agreement, or any waiver of any rights hereunder, shall be effective only if in writing and signed by the parties to this Agreement. No delay or failure to require the performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.
4.9 Force Majeure
Neither Party will be liable for any delay or failure to perform as required by this Agreement due to any causes or conditions beyond their reasonable control and that they are unable to overcome through commercially reasonable diligence. If any force majeure event occurs, the affected Party will promptly notify the other Party and will make commercially reasonable efforts to minimize the impact of the event.
4.10 Limitation of Liability
To the fullest extent permitted by law, we do not accept liability for any loss, damage, or claim arising out of or in connection with the services provided under this Agreement, whether in contract, tort (including negligence), or breach of statutory duty.
4.11 Reference
You hereby grant us the right to reference your Name and/or Logo on our websites and brochures for marketing purposes.
4.12 Entire Agreement
This document constitutes the entire agreement between the parties, and no oral statements, representations, or prior written matters not included in this document shall hold any force or effect. Modifications to this Agreement are valid only if made in writing and signed by both parties.
4.13 Dispute Resolution
In the event of a dispute, both parties agree to first attempt resolution through good-faith discussions. If no resolution is reached within 14 days, either party may escalate the matter to professional mediation in New South Wales before pursuing legal remedies.